Title 61, Partnerships

(a) A limited partnership is bound by a general partner's act after dissolution that:(1) Is appropriate for winding up the limited partnership's activities and affairs; or(2) Would have bound the partnership under § 61-3-402 before dissolution if, at the time the other party ente…

(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under § 61-3-804(a) by an act that is not appropriate for winding up the limited partnership's activities and affairs, the general partner is liable:(1) To the limited…

(a) A dissolved limited partnership may give notice of a known claim under subsection (b), which has the effect provided in subsection (c). (b) The dissolved limited partnership shall notify the limited partnership's known claimants in writing of the dissolution at any time after…

(a) A dissolved limited partnership may publish notice of the limited partnership's dissolution and request persons having claims against the partnership to present them in accordance with the notice. (b) A notice under subsection (a) must:(1) Be published at least once in a news…

(a) A dissolved limited partnership that has published a notice under § 61-3-807 may file an application with the chancery court in the county where the limited partnership's principal office is located or, if the principal office is not located in this state, where the office of…

If a claim against a dissolved limited partnership is barred under § 61-3-806, § 61-3-807, or § 61-3-808, any corresponding claim under § 61-3-404 or § 61-3-607 is also barred.

(a) In winding up its activities and affairs, a limited partnership shall apply the limited partnership's assets, including the contributions required by this section, to discharge the limited partnership's obligations to creditors, including partners that are creditors. (b) Afte…

(a) The secretary of state may commence a proceeding under subsection (b) to dissolve a limited partnership administratively if:(1) The limited partnership fails to pay any fee, tax, interest, or penalty required to be paid to the secretary of state;(2) The limited partnership fa…

(a) A limited partnership that is administratively dissolved under § 61-3-811 may apply to the secretary of state for reinstatement following the administrative dissolution. The application must:(1) Be accompanied by a confirmation of good standing with the department of revenue …

(a) If the secretary of state denies a limited partnership's application for reinstatement following administrative dissolution, the secretary of state must serve the limited partnership with a notice in a record that explains the reasons for the denial. (b) A limited partnership…

(a) When a limited partnership has been administratively dissolved and wishes to terminate its existence, it may do so without first being reinstated by delivering a statement of termination to the secretary of state for filing following administrative dissolution, stating the na…

(a) When a limited partnership has been dissolved and wishes to terminate its existence, it may do so by delivering a statement of termination to the secretary of state for filing and include the information described in § 61-3-802(b)(1)(B) and the secretary of state control numb…

(a) Subject to subsection (b), a partner may maintain a direct action against another partner or the limited partnership, with or without an accounting as to the limited partnership's activities and affairs, to enforce the partner's rights and otherwise protect the partner's inte…

(1) A partner may maintain a derivative action to enforce a right of a limited partnership if:(1) The partner first makes a demand on the general partners, requesting that the general partners cause the limited partnership to bring an action to enforce the right, and the general …

(1) A derivative action to enforce a right of a limited partnership may be maintained only by a person that:(1) Is a partner at the time the action is commenced; and(2) Either:(A) Was a partner when the conduct giving rise to the action occurred; or(B) Whose status as a partner d…

(1) In a derivative action, the complaint must state with particularity:(1) The date and content of plaintiff's demand and the response to the demand by the general partner; or(2) Why demand should be excused as futile. (1) The date and content of plaintiff's demand and the respo…

(a) If a limited partnership is named as or made a party in a derivative proceeding, the partnership may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the limited p…

(a) Except as otherwise provided in subsection (b):(1) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the plaintiff; and(2) If the plaintiff receives any proceeds, the plaintiff m…